[ x ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Nevada

-------------

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

Suite 1609, 16/F., Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong

n/a

(Address of Principal Executive Offices)

(Zip Code)

Indicate by check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act. (check one)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of common equity shares outstanding as of September 30, 2009 was 6,510,000 shares of Common Stock, $0.001 par value.

Page

2

3

4

5

6-16

17-24

25

25

26

26

26

26

26

26

27

Note

September 30, 2009

June 30,
2009

(Unaudited)

(Audited)

ASSETS

Current assets:

Cash and cash equivalents

$

660

$

667

Deposit on license technology

10,000

10,000

Account receivable

1,295

4,885

------------------

-----------------

Total assets

$

11,955

$

15,552

===========

==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accrued expenses

$

5,200

$

7,750

Other payable

6,394

6,384

Amount due to director

569

25,349

Shareholder loan

8,800

8,800

------------------

------------------

Total current liabilities

20,963

48,283

------------------

------------------

Stockholders' equity:

Common stock, $0.001 par value, 75,000,000 shares authorized; 6,510,000 shares issued and outstanding

4

6,510

5,260

Additional paid up capital

4

30,590

6,840

Deficit accumulated during the development stage

(46,108)

(44,831)

------------------

------------------

Total stockholders' deficit

(9,008)

(32,731)

------------------

------------------

Total liabilities and stockholders' equity

$

11,955

$

15,552

===========

===========

OAKRIDGE INTERNATIONAL CORPORATION

For the Period

For the Three

For the Three

from October 31,

Months Ended

Months Ended

2007 (Inception)

September 30,

September 30,

to September 30,

2009

2008

2009

----------------------

----------------------

----------------------

$

-

$

-

$

11,295

-

-

10,821

----------------------

----------------------

----------------------

-

-

474

1,057

3,131

45,342

----------------------

----------------------

----------------------

(1,057)

(3,131)

(44,868)

220

200

1,240

----------------------

----------------------

----------------------

$

(1,277)

$

(3,331)

$

(46,108)

=============

=============

=============

6,279,022

5,260,000

5,053,414

=============

=============

=============

$

(0.00)

$

(0.00)

$

(0.00)

=============

=============

=============

OAKRIDGE INTERNATIONAL CORPORATION

Deficit

accumulated

Additional

during the

Total

Common stock

paid-in

development

stockholders'

Shares

Amount

capital

stage

deficit

----------------

----------------

----------------

----------------

---------------

-

$

-

$

-

$

-

$

-

4,500,000

4,500

-

-

4,500

760,000

760

6,840

-

7,600

-

-

-

(6,142)

(6,142)

----------------

----------------

----------------

----------------

---------------

5,260,000

5,260

6,840

(6,142)

5,958

-

-

-

(38,689)

(38,689)

----------------

----------------

----------------

----------------

---------------

5,260,000

5,260

6,840

(44,831)

(32,731)

1,250,000

1,250

23,750

-

25,000

-

-

-

(1,277)

(1,277)

----------------

----------------

----------------

----------------

---------------

6,510,000

$

6,510

$

30,590

$

(46,108)

$

(9,008)

=========

=========

=========

=========

========

For the Period

For the Three

For the Three

from October 31, 2007

Months Ended

Months Ended

(Inception) to

September 30, 2009

September 30, 2008

September 30, 2009

-----------------------

-----------------------

------------------------

$

(1,277)

$

(3,331)

$

(46,108)

25,000

-

25,000

(2,550)

3,150

5,200

10

-

6,394

(24,780)

-

569

3,590

(1,295)

-

-

(10,000)

-

-

8,800

-------------------

-------------------

-------------------

(7)

(181)

(11,440)

-------------------

-------------------

-------------------

-

-

-

-------------------

-------------------

-------------------

-

-

12,100

-------------------

-------------------

-------------------

-

-

12,100

-------------------

-------------------

-------------------

(7)

(181)

660

667

6,733

-

-------------------

-------------------

-------------------

$

660

$

6,552

$

660

============

============

============

$

220

$

200

$

1,240

============

============

============

$

-

$

-

$

-

============

============

============

1.

ORGANIZATION

Oakridge International Corporation (the "Company") is a Nevada corporation, incorporated on October 31, 2007. The Company is currently a development stage enterprise, as defined by Statement of Financial Accounting Standard ("SFAS") No. 7 "Accounting and Reporting for Enterprises in the Development Stage". The Company's office is located in Hong Kong, China and its principal business will include recycling scrap and End Of Life ("EOL") electronic Printed Circuit Boards ("PCB"), and the establishment of recycling operations in Asia and in the USA.

On March 25, 2008, the Company commenced its operations in the recycling business by entering into a non- exclusive contract to license a proprietary PCB recycling license technology and has begun the evaluation of this technology. See note 7 for details.

2.

UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generated modest revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.

As of September 30, 2009, the Company has generated modest revenue of $11,295 and has incurred an accumulated deficit since inception totaling $46,108 at September 30, 2009 and its current liabilities exceed its current assets by $9,008. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principals generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period ended September 30, 2009. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the period ended September 30, 2009 included in the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim period presented have been included. Operating results for the interim period are not necessary indicative of the results that may be expected for the respective full year.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principals of Consolidation

The consolidated financial statements for the three months ended September 30, 2009 include the financial statements of the Company and its wholly owned subsidiary Waytop Asia Pacific Limited. The results of subsidiary acquired or sold during the period are consolidated from their effective dates of acquisition or through their effective dates of disposition, respectively.

All significant inter-company transactions and balances have been eliminated on consolidation.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260 "Earnings Per Share" which codified SFAS No. 128, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Fair Value Measurements and Disclosures

ASC 820 "Fair Value Measurements and Disclosures" codified SFAS No. 107, "Disclosures About Fair Value of Financial Instruments". ASC 820 applies to all entities, transactions, and instruments that require or permit fair value measurements, with specific exceptions and qualifications. The Company is required to disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate are carrying values of such amounts.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Income Tax

The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes."  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 "Foreign Currency Translation" which codified SFAS No. 52, "Foreign Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Stock-based compensation

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company has not issued any stock or share based payments since its inception.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

Revenue Recognition

The Company recognizes its revenue in accordance with the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements" ("SAB 104"). Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer or services have been provided, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company's return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements

ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (continued)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (continued)

ASC 820, Fair Value Measurements and Disclosures ("ASC 820") (formerly included under Statement of Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance that was issued by the FASB in September 2006 that created a common definition of fair value to be used throughout generally accepted accounting principles. ASC 820 applies whenever other standards require or permit assets or liabilities to be measured at fair value, with certain exceptions. This guidance established a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. It also required expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. ASC 820 also provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. The emphasis of ASC 820 is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, under current market conditions. ASC 820 also further clarifies the guidance to be considered when determining whether or not a transaction is orderly and clarifies the valuation of securities in markets that are not active. This guidance includes information related to a Company's use of judgment, in addition to market information, in certain circumstances to value assets which have inactive markets.

The Company applied the provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1, 2008 and adopted the remaining provisions relating to certain nonfinancial assets and liabilities on January 1, 2009. The difference between the carrying amounts and fair values of those financial instruments held upon initial adoption, on January 1, 2008, was recognized as a cumulative effect adjustment to the opening balance of retained earnings and was not material to the Company's financial position or results of operations. The Company implemented the guidance related to orderly transactions under current market conditions as of April 1, 2009, which also was not material to the Company's financial position or results of operations.

In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASC Update No. 2009-05"). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (continued)

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a Company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

4.

COMMON STOCK

As of September 30, 2009, the Company has 75,000,000 shares authorized and 6,510,000 shares issued and outstanding. There were 1,250,000 shares issued during the three months ended September 30, 2009.

5.

RELATED COMPANY TRANSACTIONS

During the period from October 31, 2007 (inception) to September 30, 2009 a Director subscribed for 4,000,000 shares in the Company at $0.001 per share for a total amount of $4,000.

On March 31, 2008, the President and major shareholder of the Company loaned $8,000 to the Company for working capital. The loan is unsecured, payable on March 31, 2009 and bears interests at 10% per annum. On March 30, 2009, this loan was renewed with the principle of $8,800 and was further extended until March 31, 2010.

On July 17, 2009, a Director of the Company subscribed 1,250,000 shares in the Company for $25,000.

6.

INCOME TAXES

No provision was made for income tax for the period from October 31, 2007 (Inception) to September 30, 2009 as the Company and its subsidiary had operating losses. In the period ended September 30, 2009, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $32,775 and $13,333, respectively. Total net operating losses carried forward at September 30, 2009, (i) for Federal and State purposes were $32,775 and $32,775, respectively and (ii) for its entities outside of the United States were $13,333 for the period ended September 30, 2009. The net operating loss carry-forward may be used to reduce taxable income through the year 2026. The availability of the Company's net operating loss carry-forwards is subject to limitation if there is a 50% or more change in the ownership of the Company's stock.

There was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance as of September 30, 2009 was approximately $7,250 of which $4,916 was for US federal income tax and $2,334 was for Hong Kong income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured.

6.

INCOME TAXES (CONTINUED)

As reconciliation between the income taxes computed at the United States and Hong Kong statutory rate and the Group's provision for income taxes is as follows:

September 30,

2009

$

15%

(15%)

-------------------

-

==========

17.5%

(17.5%)

-------------------

-

==========

7.

COMMITMENT AND CONTINGENECY

On March 25, 2008, the Company entered into an agreement to evaluate a Recyclable Process for the U.S.A. market. An initial refundable $10,000 was paid, and a further $40,000 was required to be paid for the technology license by September 30, 2008, provided that the Company had successfully evaluated the technology for the U.S.A. market.

In September 30, 2008, the technology license agreement was extended by mutual consent for another six months to March 31, 2009. On March 30, 2009, a further six month extension of the technology license agreement was mutually agreed upon to enable the Company to complete its evaluation of the technology.

On June 29, 2009 we entered into a Binding Memorandum of Terms for the proposed acquisition of Total Union PCB Recycle Ltd., the licensor of the PCB Recycling process. The agreement is pending completion of definitive documents and closure of a $5.0 million Private Investments in Public Equity ("PIPE") by Oakridge to support the transaction, prior to December 31, 2009 after which the Company's right to acquire Total Union will cease.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Form 10-Q, references to the "Company," "we," "our," "us" or "Oakridge" refer to Oakridge International Corporation, unless the context otherwise indicates.

This Quarterly Report on Form 10-Q contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2009.

Oakridge International Corporation is an environmental services company specializing in recovering raw materials from End Of Life ("EOL") electronic printed circuit boards and other electronic products and components. We plan to own recycling facilities in Hong Kong and then in the USA. Our main operations and services will include the acquisition of EOL recyclable materials such as scrap Printed Circuit Boards ("PCBs") from PCB factories, EOL electronic products from recycling centers, and other EOL electronic sources. After we have processed the PCBs or scrap through our facilities utilizing a proprietary recycling technology, we will then sell the raw materials recovered to customers in the USA and China. We believe the major customers for the raw materials will be manufacturers that can utilize the raw materials in the creation of new products. We believe our recycling process and the use of the recycled raw materials is both environmentally correct, and for corporations and individuals worldwide, an essential responsibility to ensure that EOL electronic products are properly recycled.

We are a development stage company that has generated modest revenues of $11,295 from operations since our incorporation on October 31, 2007 to September 30, 2009. We have incurred losses since our inception.

For the year ended June 30, 2009 and for the three months ended September 30, 2009, we focused on developing a business model for this recycling technology and performing due diligence regarding potential sources for acquiring recyclable materials.

To implement our business plan, in addition to raising additional financing, we will need to secure and negotiate contracts with acceptable terms for:

*

Sources of EOL electronic PCBs from recycling centers and scrap PCBs from PCB factories

*

Customers for the raw materials recovered from this recycling technology

*

Financing for processing these materials

We will acquire and process EOL electronics products specializing in printed circuit boards. The normal process for recycling PCBs starts with disassembly and component recycling where possible. Certainly any hazardous components need to be removed and isolated prior to being processed. Utilizing the proprietary technological process that we have licensed, the PCBs are then shredded and granulated by machine, separating metals from the fibers that constitute the majority of the PCBs. The process generates two raw materials: fiber residue and metal concentrate.

We believe the fiber residue can be used in several industries to enhance products. We believe it can be used in the composite industry as filler in resins to make products such as furniture, wall sidings and "plastic" lumber, and that these composite products can be given appearance of wood, marble or granite. We also believe that the fiber residue can be used as an additive in waterproofing materials, asphalt and concrete.

The metal concentrate is primarily copper, although there may also be smaller quantities of other precious metals, such as gold, palladium and silver, depending upon the mix of PCBs input into the process. The different metals in the metal concentrate can then be recovered by a variety of separation processes. We currently plan to sell this metal concentrate to smelters until other separation techniques can be developed. In general, we need to ensure that the cost of processing the PCBs is less than the resale value of the raw materials recovered in the recycling process.

Our intended recycling technology for processing printed circuit boards produces no emissions into the environment, and the output of the process is raw materials that can be utilized in the creation of new products. This is distinctly different from current methods of processing PCBs that include chemical and burning techniques that produce harmful emissions and byproducts that need additional disposal. In order to make the benefits of our process known, our marketing efforts will be a vital part of our operation. We will market to recycling centers and PCB factories for product supply, and to smelters and product manufacturers for the output materials of our process. We plan to allocate a considerable portion of our operating budget to this marketing effort that may include hiring industry experts and consultants, and marketing personnel, advertising in trade magazines and publications.

Our plan is to have PCB recycling facilities in Asia and the USA. We plan to use a PCB recycling process where we recycle scrap and EOL PCBs in an efficient and environmentally friendly process. The technology involves special crushing of PCBs, followed by separation of the metallic and non-metallic materials with a proprietary separation process. The technique has advantages over other methods proposed for recycling PCBs since it does not involve any secondary pollutants that are harmful to the environment.

On June 29, 2009 we entered into a Binding Memorandum of Terms for the proposed acquisition of Total Union PCB Recycle Ltd. ("Total Union"), the licensor of the PCB Recycling process. The agreement is pending completion of definitive documents and closure of a Private Investments in Public Equity ("PIPE") by Oakridge to support the transaction, prior to December 31, 2009 after which the Company's right to acquire Total Union will cease.

As the world becomes more digitalized through the increasing utilization of electronics devices, there is an accelerating amount of obsolete electronic devices including personal computers, printers, fax machines, cell phones and other electrical and electronic equipment that has reached their useful End Of Life each year. In the United States, the Environmental Protection Agency ("EPA") has estimated that in 2007 there were 2.2 Million Tons of EOL products, of which only 18.4% were recycled, the remainder primarily going to landfills. The news media has also documented that some of this electronic waste is being exported to developing countries.

Printed circuit boards are typically made of layers of thin copper foil circuitry and insulating layers of an epoxy resin. Board contacts and components add traces of other precious metals. While the value of these metals is recognized, the typical extraction methods of burning or chemical processing releases toxic emissions and has created extremely polluted cities like Guiyu, China. The pending acquisition of Total Union and its proprietary process is mechanical, and releases no emissions.

The markets for our products and services are competitive, and we face competition from a number of sources. Many of our competitors have substantially greater resources than us. Those resources may include greater name recognition; larger product lines; complementary lines of business; and greater financial, marketing, information systems, and other resources. We can give no assurance that competitive pressures will not materially and adversely affect the Company's business, financial condition, and results of operations.

Over the next twelve months, our operating plan, subject to closing the acquisition of Total Union and raising available resources, will be focused on three main areas: financial, marketing, and operating recycling facilities in Hong Kong and the USA. Each of the three areas will be developed on its own path depending on the progress made and as well as the amount of capital available.

Our financial plans involve getting sufficient funding to continue trading in scrap PCBs and to close the transaction to acquire Total Union. These two initiatives are independent, and require separate strategy. The trading of the scrap PCBs requires funding of about US$500,000 to buy PCB scrap materials and selling to our customers. The purchase of Total Union, pending completion of the due diligence, will require working capital of about US$5 million to be raised prior to December 31, 2009, after which the Company will cease to have the right to acquire Total Union. In either case, we will seek to raise development, operation and expansion funds for the next twelve months. We have implemented a strategy to raise up to $5.0 million private investment in our common stock to support these plans. We expect that we shall be able to attract investors when our shares are listed and saleable on a recognized exchange, such as the Over-the-counter Bulletin Board. In addition, management is seeking strategic investors and partners to execute the operational plan as set out in this section.

As digital technology evolves, computer and digital equipment and devices are being retired at an accelerating rate. Around the world, obsolete electronic equipment is typically discarded with domestic refuse, deposited in landfills, incinerated or exported to developing countries. The US Environmental Protection Agency notes that Americans own nearly 3 Billion electronic products. When discarded as trash, this avalanche of old electronic equipment is not only a waste of valuable resources, but also can release hazardous emissions into the environment if handled improperly.

The recycling of end of life electronics has been subjected to extensive regulations to meet environmental standards. In Hong Kong, permission to import and export electronic waste from the Hong Kong Environment Protection Department ("EPD") has been published and contingent upon the proper recycling of the electronic waste. In the USA, we expect to obtain the approval of the Environment Protection Agency and/or other state and local governmental agencies that have strict guidelines for dealing with electronic waste. As other companies in both the US and Hong Kong have received the necessary permits, and we believe our recycling process to be more environmentally correct, we do not anticipate operational permits to be unreasonable withheld.

We plan to contact PCB manufacturers, scrap dealers, recycling centers, federal, state and local governments and environmental groups in Asia and USA from our offices in Hong Kong and the USA, regarding our environmentally friendly PCB Recycling Technology. Our purpose is to market our recycling business as follows:

Our plan is to provide operating capital and source additional EOL electronic scrap to the Hong Kong facility. The Hong Kong facility will also source scrap PCBs from PCB manufacturing plants in the Guangdong province, where there are abundant electronics manufacturing facilities. We will either sell these scrap PCBs or recycle the PCB scraps through our own recycle plant.

We plan to contact PCB manufacturers, scrap dealers and recycling centers in the United States about acquiring and handling their PCB disposal in an environmentally correct and beneficial manner. We believe current PCB disposal methods include incineration, landfill and smelting, and these methods typically create secondary pollution and/or environmental problems. We will introduce our recycling process as environmentally correct, no secondary emissions, and yielding raw materials for the use in new products.

We plan to work with federal, state and local governments to promote our PCB recycling technology and its ability to protect the environment. We may also approach a socially conscious and progressive city like San Francisco to promote our method of environmentally friendly recycling of PCBs as a showcase for other facilities in the United States.

Since incorporation, the Company has not embarked on any research and development program and has not incurred or is expecting to incur any such costs.

We currently do not expect there will be any additional costs and effects of compliance with environmental laws in our current plan of operation as we will ensure that the contracting parties are all approved by the local government authorities. In the future if we operate our own PCB recycling facility, we will evaluate the costs and effects of compliance with environmental laws which may be substantial. We will work closely with all government environmental agencies to comply with all the local environmental laws and regulations.

We currently have 2 part time staff including Mr. Ku. On May 8, 2009, Mr. Ku submitted his resignation as Chief Executive Officer and President of the Company concurrent with the appointment and announcement of Mr. Michael Burney as Chief Executive Officer and President. Mr. Burney plans to devote substantially all of his business time to the Company. Mr. Ku will continue with the Company in his capacity as our Treasurer, Secretary and Chief Financial Officer, currently devoting approximately 20% of his time to our business and Mr. Ku anticipates that in the next 12 months he will increase his commitment to spending approximately 50% of his time working on our business. Subject to financing, in the next 12 months, we plan to hire consultants in Hong Kong and in California to undertake and implement the operational plans.

Results of Operations

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009, THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO SEPTEMBER 30, 2009

REVENUES

For the period from October 31, 2007 (date of inception) to September 30, 2009, the Company realized revenue of $11,295, incurred a cost of revenue of $10,821 and achieved a gross profit of $474.

OPERATING EXPENSES

For the period from October 31, 2007 (date of inception) to September 30, 2009, the accumulated gross profit was $474, the total operating expenses were $45,342 which were all selling, general and administrative expenses, and we had $1,240 in interest expense, resulting in an accumulated net loss to our shareholders of $46,108.

Liquidity and Capital Resources

We do not have sufficient resources to accomplish our business plans. As of September 30, 2009, we had $660 in cash.

On June 29, 2009 we entered into a Binding Memorandum of Terms for the proposed acquisition of Total Union PCB Recycle Ltd., the licensor of the PCB Recycling process. The agreement is pending completion of definitive documents and closure of a $5.0 million Private Investments in Public Equity ("PIPE") by Oakridge to support the transaction prior to December 31, 2009 after which the Company's right to acquire Total Union ceases.

Going Concern Consideration

The Company is a development stage company and has commenced operations. The Company had modest revenue of $11,295 and incurred a net loss of $1,277 for the three months ended September 30, 2009 and an accumulated net loss of $46,108 for the period from October 31, 2007 (inception) to September 30, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. In addition the Company has commenced operations to earn revenues. Failure to secure such financing, to raise additional equity capital and to earn revenue may result in the Company depleting its available funds and not being able to pay its obligations. These consolidated financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

A smaller reporting company is not required to provide the information required by this Item.

Off-Balance Sheet Arrangements:

The Company has no off-balance sheet obligations or guarantees and has not historically used special purpose entities for any transactions.

We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company's financial reports and to other members of senior management and the Board of Directors. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of June 30, 2009. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Limitations on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the fiscal quarter ended September 30, 2009.

Item 5.  Other Information.

None.

Item 6.  Exhibits

Exhibit No.

3.1

3.2

31.1

31.2

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. (Attached Hereto)

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. (Attached Hereto)

Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on July 14, 2008

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 10, 2009

OAKRIDGE INTERNATIONAL CORPORATION

By:

/s/ Michael Burney

Name:

Michael Burney

Title:

President, Director and

Chief Executive Officer

By:

/s/ Sau Shan Ku

Name:

Sau Shan Ku

Title:

Treasurer, Secretary, Director

Chief Financial Officer